Business filings.

(1) Existing law provides for the formation and governance of various business entities, including, but not limited to, limited liability companies, limited liability partnerships, and corporations. Existing law requires a business entity to file specified documents disclosing information regarding the entity with the Secretary of State. Existing law specifies the information to be provided by business entities in the filings, including, but not limited to, the address of their principal office. This bill would specify that the required address information is the initial street address, and would require the business entity to provide its initial mailing address, if different from its street address. (2) Under existing law, a corporation may amend or restate its articles of incorporation, as specified, but shall not amend its articles to alter any statement which may appear in its original articles of the names and addresses of the first directors or initial agent for service of process. Existing law requires approval by a corporation's members or shareholders to amend the corporation's articles, except that an amendment deleting those names and addresses may be approved by the board alone. Under existing law, a corporation that restates its articles shall omit those names and addresses, except as specified. This bill would apply the same provisions to the initial street address and initial mailing address of a corporation and would prohibit a corporation from amending its articles to add any statement, in addition to altering any statement, regarding the above information. (3) Under existing law, a public benefit corporation, mutual benefit corporation, or religious corporation may amend its articles to change its status to a different corporate form. Existing law requires the amended articles to contain information that would have been required in original articles of incorporation for the new corporate form, except the names and addresses of the first directors, if applicable, and of the initial agent for service of process. This bill would include in that exception the corporation's initial street address and initial mailing address. (4) Existing law prohibits a corporation from constructing, or taking tolls on, a bridge, ferry, wharf, chute, or pier until that authority has been granted by the board of supervisors, or other governing body, as appropriate. Existing law specifies the circumstances and timeframes under which these corporations may dissolve. Existing law requires the president and secretary of each of those corporations to report annually to the board of supervisors, or other governing body having authority, as specified, certain information about the corporation's operations. Existing law provides for the formation and operation of water and canal corporations for the purpose of supplying water to cities and towns, and specifies the circumstances under which these corporations may impose a charge for water supply services. This bill would eliminate the above provisions pertaining to those forms of special purpose corporations. (5) Existing law specifies the manner in which the secretary shall maintain forms filed with the secretary, including requirements that the secretary cause specified federal lien notice filings to be marked, held, and indexed in accordance with specified provisions of the Commercial Code. Existing law requires the secretary to return to an unincorporated association a copy of a statement, noting the file number and filing date, filed by the association. Existing law requires that upon receipt of a filing pursuant to the Corporations Code, accompanied by a fee of $25 or more, the secretary shall compare and certify 2 copies of the filing free of charge, provided the copies were submitted with the original filing. This bill would revise those requirements, as specified. The bill would state the findings, declarations, and intent of the Legislature. The bill would also make conforming changes.